rrd61547_69359.html

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E+KEUwKojEy0bKOJXQ8zQkWaQv+R5CmckNt8FM4JKrDfahESF0XNyCehajDMj75t aevxbKfAMDEko0pGimh5/A== 0001181431-05-016542.txt : 20050314 0001181431-05-016542.hdr.sgml : 20050314 20050314172632 ACCESSION NUMBER: 0001181431-05-016542 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050310 FILED AS OF DATE: 20050314 DATE AS OF CHANGE: 20050314 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AUTODESK INC CENTRAL INDEX KEY: 0000769397 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942819853 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 BUSINESS PHONE: 4155075000 MAIL ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BASS CARL CENTRAL INDEX KEY: 0001221137 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-14338 FILM NUMBER: 05679365 MAIL ADDRESS: STREET 1: C/O AUTODESK INC STREET 2: 111 MELNNIS PARKWAY CITY: SAN RAFAEL STATE: CA ZIP: 94903 4 1 rrd72343.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES ON FORM 4 X0202 4 2005-03-10 0 0000769397 AUTODESK INC ADSK 0001221137 BASS CARL 111 MCINNIS PARKWAY SAN RAFAEL CA 94903 0 1 0 0 Chief Operating Officer Common Stock 13650 D Incentive Stock Option (right to buy) 30.15 2005-03-10 4 A 0 3316 0 A 2009-03-10 2012-03-10 Common Stock 3316 3316 D Non-Qualified Stock Option (right to buy) 30.15 2005-03-10 4 A 0 246684 0 A 2006-03-10 2012-03-10 Common Stock 246684 246684 D The total number of shares reported as beneficially owned includes shares that reflect the 2-for-1 stock split payable on December 20, 2004 to shareholders of record on December 6, 2004. Includes shares acquired in September 2004 pursuant to the Issuer's Employee Stock Purchase Plan. The option vests over a 4-year period beginning on March 10, 2005 at the rate of 0 on each of the first, second and third anniversaries, and 3,316 on the fourth anniversary. The option vests over a 4-year period beginning on March 10, 2005 at the rate of 62,500 on each of the first, second and third anniversaries, and 59,184 on the fourth anniversary. Andrew Chew, Attorney-in-fact for Carl Bass 2005-03-14 EX-24. 2 rrd61547_69359.htm POWER OF ATTORNEY rrd61547_69359.html

       POWER OF ATTORNEY
             The undersigned, as a Section 16 reporting person of Autodesk, Inc. (the "Company"), hereby constitutes and appoints Nancy Thiel and Andrew Chew and each of them, the undersigned's true and lawful attorney-in-fact to:
       1. complete and execute Forms 3, 4 and 5 and other forms and all amendments thereto as such attorney-in-fact shall in his or her discretion determine to be required or advisable pursuant to Section 16 of the Securities Exchange Act of 1934 (as amended) and the rules and regulations promulgated thereunder, or any successor laws and regulations, as consequence of the undersigned's ownership, acquisition or disposition of securities of the Company; and
       2. do all acts necessary in order to file such forms with the Securities and Exchange Commission, any securities exchange or national association, the Company and such other person or agency as the attorney-in-fact shall deem appropriate.
             The undersigned hereby ratifies and confirms all that said attorneys-in-fact and agents shall do or cause to be done by virtue hereof.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 (as amended).
             This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact.
             IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 14th day of February, 2005.

       /s/  Carl Bass
       Printed Name: Carl Bass

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